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Smoking is injurious to healthSmoking is injurious to health
Drinking is injurious to healthDrinking is injurious to health
and wealthand wealth
AARKEY CREATIVE WORKSAARKEY CREATIVE WORKS
PRESENTSPRESENTS
VASISTA ARTSVASISTA ARTS
Corporate GovernanceCorporate Governance
BYBY
RAAAMA KRISHNA. ARAAAMA KRISHNA. A
Why Corporate Governance?Why Corporate Governance?
 Better access to external financeBetter access to external finance
 Lower costs of capital – interest rates onLower costs of capital – interest rates on
loansloans
 Improved company performance –Improved company performance –
sustainabilitysustainability
 Higher firm valuation and shareHigher firm valuation and share
performanceperformance
 Reduced risk of corporate crisis andReduced risk of corporate crisis and
scandalsscandals
Corporate Governance PartiesCorporate Governance Parties
 Shareholders – those that own theShareholders – those that own the
companycompany
 Directors – Guardians of the Company’sDirectors – Guardians of the Company’s
assets for the Shareholdersassets for the Shareholders
 Managers who use the Company’s assetsManagers who use the Company’s assets
Four PillarsFour Pillars
of Corporate Governanceof Corporate Governance
 AccountabilityAccountability
 FairnessFairness
 TransparencyTransparency
 IndependenceIndependence
AccountabilityAccountability
 Ensure that management isEnsure that management is
accountable to the Boardaccountable to the Board
 Ensure that the Board is accountableEnsure that the Board is accountable
to shareholdersto shareholders
FairnessFairness
 Protect Shareholders rightsProtect Shareholders rights
 Treat all shareholders including minorities,Treat all shareholders including minorities,
equitablyequitably
 Provide effective redress for violationsProvide effective redress for violations
TransparencyTransparency
Ensure timely, accurate disclosure on allEnsure timely, accurate disclosure on all
material matters, including the financialmaterial matters, including the financial
situation, performance, ownership andsituation, performance, ownership and
corporate governancecorporate governance
IndependenceIndependence
 Procedures and structures are in place soProcedures and structures are in place so
as to minimise, or avoid completelyas to minimise, or avoid completely
conflicts of interestconflicts of interest
 Independent Directors and Advisers i.e.Independent Directors and Advisers i.e.
free from the influence of othersfree from the influence of others
Elements of Corporate GovernanceElements of Corporate Governance
 Good Board practicesGood Board practices
 Control EnvironmentControl Environment
 Transparent disclosureTransparent disclosure
 Well-defined shareholder rightsWell-defined shareholder rights
 Board commitmentBoard commitment
Good Board PracticesGood Board Practices
 Clearly defined roles and authoritiesClearly defined roles and authorities
 Duties and responsibilities of DirectorsDuties and responsibilities of Directors
understoodunderstood
 Board is well structuredBoard is well structured
 Appropriate composition and mix of skillsAppropriate composition and mix of skills
Control EnvironmentControl Environment
 Internal control proceduresInternal control procedures
 Risk management framework presentRisk management framework present
 Disaster recovery systems in placeDisaster recovery systems in place
 Media management techniques in useMedia management techniques in use
Control EnvironmentControl Environment
 Business continuity procedures in placeBusiness continuity procedures in place
 Independent external auditor conductsIndependent external auditor conducts
auditsaudits
 Independent audit committee establishedIndependent audit committee established
 Internal Audit FunctionInternal Audit Function
Transparent DisclosureTransparent Disclosure
 Financial Information disclosedFinancial Information disclosed
 Non-Financial Information disclosedNon-Financial Information disclosed
 Financials prepared according toFinancials prepared according to
International Financial ReportingInternational Financial Reporting
Standards (IFRS)Standards (IFRS)
Transparent DisclosureTransparent Disclosure
 Companies Registry filings up to dateCompanies Registry filings up to date
 High-Quality annual report publishedHigh-Quality annual report published
 Web-based disclosureWeb-based disclosure
Well-Defined Shareholder RightsWell-Defined Shareholder Rights
 Minority shareholder rights formalisedMinority shareholder rights formalised
 Well-organised shareholder meetingsWell-organised shareholder meetings
conductedconducted
 Clearly defined and explicit dividend policyClearly defined and explicit dividend policy
Board CommitmentBoard Commitment
 The Board discusses corporate governanceThe Board discusses corporate governance
issues and has created a corporateissues and has created a corporate
governance committeegovernance committee
 The company has a corporate governanceThe company has a corporate governance
championchampion
 A corporate governance improvement planA corporate governance improvement plan
has been createdhas been created
Board CommitmentBoard Commitment
 Policies and procedures have beenPolicies and procedures have been
formalised and distributed to relevant staffformalised and distributed to relevant staff
 A code of ethics has been developedA code of ethics has been developed
 The company is recognized as a corporateThe company is recognized as a corporate
governance leadergovernance leader
Other EntitiesOther Entities
 Corporate Governance applies to all typesCorporate Governance applies to all types
of organisations not just companies in theof organisations not just companies in the
private sector but also in the not for profitprivate sector but also in the not for profit
and public sectorsand public sectors
 Examples are NGOs, schools, hospitals,Examples are NGOs, schools, hospitals,
pension funds, state-owned enterprisespension funds, state-owned enterprises
Corporate governance ppt

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Corporate governance ppt

  • 1. Smoking is injurious to healthSmoking is injurious to health
  • 2. Drinking is injurious to healthDrinking is injurious to health and wealthand wealth
  • 3. AARKEY CREATIVE WORKSAARKEY CREATIVE WORKS PRESENTSPRESENTS
  • 6. Why Corporate Governance?Why Corporate Governance?  Better access to external financeBetter access to external finance  Lower costs of capital – interest rates onLower costs of capital – interest rates on loansloans  Improved company performance –Improved company performance – sustainabilitysustainability  Higher firm valuation and shareHigher firm valuation and share performanceperformance  Reduced risk of corporate crisis andReduced risk of corporate crisis and scandalsscandals
  • 7. Corporate Governance PartiesCorporate Governance Parties  Shareholders – those that own theShareholders – those that own the companycompany  Directors – Guardians of the Company’sDirectors – Guardians of the Company’s assets for the Shareholdersassets for the Shareholders  Managers who use the Company’s assetsManagers who use the Company’s assets
  • 8. Four PillarsFour Pillars of Corporate Governanceof Corporate Governance  AccountabilityAccountability  FairnessFairness  TransparencyTransparency  IndependenceIndependence
  • 9. AccountabilityAccountability  Ensure that management isEnsure that management is accountable to the Boardaccountable to the Board  Ensure that the Board is accountableEnsure that the Board is accountable to shareholdersto shareholders
  • 10. FairnessFairness  Protect Shareholders rightsProtect Shareholders rights  Treat all shareholders including minorities,Treat all shareholders including minorities, equitablyequitably  Provide effective redress for violationsProvide effective redress for violations
  • 11. TransparencyTransparency Ensure timely, accurate disclosure on allEnsure timely, accurate disclosure on all material matters, including the financialmaterial matters, including the financial situation, performance, ownership andsituation, performance, ownership and corporate governancecorporate governance
  • 12. IndependenceIndependence  Procedures and structures are in place soProcedures and structures are in place so as to minimise, or avoid completelyas to minimise, or avoid completely conflicts of interestconflicts of interest  Independent Directors and Advisers i.e.Independent Directors and Advisers i.e. free from the influence of othersfree from the influence of others
  • 13. Elements of Corporate GovernanceElements of Corporate Governance  Good Board practicesGood Board practices  Control EnvironmentControl Environment  Transparent disclosureTransparent disclosure  Well-defined shareholder rightsWell-defined shareholder rights  Board commitmentBoard commitment
  • 14. Good Board PracticesGood Board Practices  Clearly defined roles and authoritiesClearly defined roles and authorities  Duties and responsibilities of DirectorsDuties and responsibilities of Directors understoodunderstood  Board is well structuredBoard is well structured  Appropriate composition and mix of skillsAppropriate composition and mix of skills
  • 15. Control EnvironmentControl Environment  Internal control proceduresInternal control procedures  Risk management framework presentRisk management framework present  Disaster recovery systems in placeDisaster recovery systems in place  Media management techniques in useMedia management techniques in use
  • 16. Control EnvironmentControl Environment  Business continuity procedures in placeBusiness continuity procedures in place  Independent external auditor conductsIndependent external auditor conducts auditsaudits  Independent audit committee establishedIndependent audit committee established  Internal Audit FunctionInternal Audit Function
  • 17. Transparent DisclosureTransparent Disclosure  Financial Information disclosedFinancial Information disclosed  Non-Financial Information disclosedNon-Financial Information disclosed  Financials prepared according toFinancials prepared according to International Financial ReportingInternational Financial Reporting Standards (IFRS)Standards (IFRS)
  • 18. Transparent DisclosureTransparent Disclosure  Companies Registry filings up to dateCompanies Registry filings up to date  High-Quality annual report publishedHigh-Quality annual report published  Web-based disclosureWeb-based disclosure
  • 19. Well-Defined Shareholder RightsWell-Defined Shareholder Rights  Minority shareholder rights formalisedMinority shareholder rights formalised  Well-organised shareholder meetingsWell-organised shareholder meetings conductedconducted  Clearly defined and explicit dividend policyClearly defined and explicit dividend policy
  • 20. Board CommitmentBoard Commitment  The Board discusses corporate governanceThe Board discusses corporate governance issues and has created a corporateissues and has created a corporate governance committeegovernance committee  The company has a corporate governanceThe company has a corporate governance championchampion  A corporate governance improvement planA corporate governance improvement plan has been createdhas been created
  • 21. Board CommitmentBoard Commitment  Policies and procedures have beenPolicies and procedures have been formalised and distributed to relevant staffformalised and distributed to relevant staff  A code of ethics has been developedA code of ethics has been developed  The company is recognized as a corporateThe company is recognized as a corporate governance leadergovernance leader
  • 22. Other EntitiesOther Entities  Corporate Governance applies to all typesCorporate Governance applies to all types of organisations not just companies in theof organisations not just companies in the private sector but also in the not for profitprivate sector but also in the not for profit and public sectorsand public sectors  Examples are NGOs, schools, hospitals,Examples are NGOs, schools, hospitals, pension funds, state-owned enterprisespension funds, state-owned enterprises